(Stock Exchange Release)
Kemira Board of Directors will submit the following proposals to the Annual General Meeting to be held on April 16, 2007 at 1:00 pm (starting time changed from that announced earlier):
– Dividend payment of EUR 0.48 per share
– Amendment of the Articles of Association
– The boards share issue authorization
– Election of the auditor
Dividend payment proposal
The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.48 per share be paid for the financial year 2006. Dividends will be paid to shareholders registered in Kemira Oyj’s Shareholder Register, maintained by Finnish Central Securities Depository Ltd., by the dividend record date on April 19, 2007. The Board of Directors proposes that the dividend be paid on April 26, 2007.
Proposal for amendment of the Articles of Association
The Board of Directors proposes that the current Articles of Association be amended as follows:
– Article 3 concerning the minimum and maximum share capital, the minimum and maximum number of shares and voting rights conferred by Company shares shall be deleted;
– Article 4 shall include a reference to the fact that the Company’s shares belong to the book-entry system, and Article 5 concerning the procedure governing the record date shall be deleted;
– Article 7 concerning the term of the members of the Supervisory Board shall be amended in such a way that the term shall be changed from one year from the election to the close of the Annual General Meeting following the election;
– Article 10 concerning the Supervisory Board’s duties shall be amended in such a way that the Supervisory Board’s duty be to supervise the Company’s administration for which the Board of Directors and the Managing Director bear responsibility;
– Article 13 shall be amended in such a way that “to sign the Company’s business name” shall be “the right to represent the Company”;
– Article 15 shall be amended in such a way that the Company has one auditor, who must be a firm of Authorized Public Accountants. In addition, the stipulation on the age limit shall be removed from Article 15;
– A reference to Article 31 concerning the obligation to redeem the shares shall be deleted from Article 17;
– Clause 2 of Article 18 shall be deleted;
– The terminology of Article 20 concerning the Annual General Meeting, shall be specified as required by the new Companies Act and the amendments of the Articles of Association;
– Articles 21-36 concerning share redemption shall be deleted;
– Article 37 “In other respects, the regulations of the Companies Act currently in force shall be observed” shall be deleted;
Proposal for the Board’s share issue authorization
The Board of Directors proposes that the Annual General Meeting authorize the Board to decide to issue a maximum of 12,500,000 new shares and/or transfer a maximum of 3,979,670 Company’s own shares either against payment or, as part of the implementation of the Company’s share-based incentive plan, without payment (“Share issue authorization”).
Said new shares may be issued and said Company’s own shares may be transferred to the Company’s shareholders in proportion to their current shareholdings in the Company, or through a directed share issue if the Company has a cogent financial reason to do so, such as financing or implementing mergers and acquisitions, developing its capital structure, improving the liquidity of the Company’s shares or if this is justified for the purpose of implementing the Company’s share-based incentive plan. The directed share issue may be carried out without payment only in connection with the implementation of the Company’s share-based incentive plan.
The subscription price of new shares and the amount payable for Company’s own shares shall be recognized under unrestricted equity capital fund.
The share issue authorization will remain valid until the end of the next Annual General Meeting.
Proposal for the election of the auditor
The Audit Committee of the Board of Directors proposes to the Annual General Meeting that KPMG Oy Ab be elected as the Company’s auditor KHT Pekka Pajamo acting as the principal auditor.
The Annual General Meeting of the Kemira Oyj will be held at Marina Congress Center, Katajanokanlaituri 6, Helsinki, on April 16, 2007, at 1:00 pm (starting time changed from that announced earlier). The invitation will be published on March 19, 2007 in Helsingin Sanomat, Hufvudstadsbladet and on the Kemira’s website www.kemira.com.
For more information, please contact:
Kemira Oyj
Jukka Hakkila, Secretary of the Board of Directors, tel. +358 (0)10 862 1690
Timo Leppä, Executive Vice President, Group Communications, tel. +358 (0)10 862 1700
Kemira is a chemicals group made up of four business areas: Kemira Pulp&Paper, Kemira Water, Kemira Specialty and Kemira Coatings. Kemira is a global group of leading chemical businesses with a unique competitive position and a high degree of mutual synergy.
In 2006, Kemira recorded revenue of around EUR 2.5 billion and had a payroll of 9,000 employees. Kemira operates in 40 countries.